Exhibit 10.2


 





	 	 	 
	 	 	 
	 	SERVICE CONTRACT	 
	 	 	 
	 	 	 



  


	Between	African
                                            Agriculture Inc. (“The Client”)


	 	445 Park Avenue, 9th Floor


	 	New York, NY 10022, USA


	 	86-3812100


	 	Represented by Alan Kessler, CEO


	 	 
	And

	FGM
                                            International (“The Contractor”)


	 	1 avenue Gustave Eiffel


	 	17400 Saint Jean d’Angély


	 	France


	 	Registered
                                                       539 702 555 RCS of Saintes


	 	Represented by Jean-Louis Forgeard-Grignon, Presidency





 


Hereinafter
collectively referred as “The Parties”.


 


JULY
2021


 


Preamble


 


African
Agriculture Inc. is developing a 25 000 ha project in St Louis region, Senegal. The company is planning to grow, in its first year,
10 pivots of 50 ha as a pilot farm of alfalfa with the target to increase the production area during the second year to reach 10 000
ha. The current contract aims at assessing project parameters and providing independent advise to secure the first year of alfalfa
production. A complimentary long-term technical assistance service with on-site presence may be contacted by the Parties after the
performance of the said assessment.


 






    


     


    

 


	1.	Subject
                                            of the contract


	 	 
	1.1. 	Providing
                                            a assessment of the agronomic potential of the selected area for the development of the project
                                            and the growing of alfalfa referred as “The Service”.


	 	 
	2. 	Definition


	 	 
	2.1. 	The
                                            expressions “The Client”, “The Contractor”, “The
                                            Parties” and “The service” shall have the meaning here before
                                            ascribed.


	 	 
	2.2. 	“In
                                            writing” shall include any communication sent by letter by or e-mail to the representatives
                                            of both parties and “written” shall be construed accordingly.


	 	 
	2.3. 	“Site
                                            mission” refers to the part of The Service that is performed outside France.


	 	 
	2.4. 	For
                                            the purpose of this agreement, “Confidential, Information” shall mean
                                            any and all information, whether or not expressly marked confidential, belonging to a party
                                            and disclosed the other party.


	 	 
	3. 	Priority
                                            and variation


	 	 
	3.1.	The terms of
                                            agreement between the Parties are contained solely in this service contract and all previous
                                            undertakings and agreements written or otherwise between the parties relating to the Services
                                            hereof are hereby cancelled and declared no effect.


	 	 
	3.2. 	Any variation of this
                                                                  contract shall not be made without a written agreement through an addendum signed by The Parties.


	 	 
	4.	General
                                            conditions


	 	 
	4.1. 	This contract
                                            is written in English, which is the authentic language for all matters relating to the meaning
                                            or interpretation of this contract.


	 	 
	4.2. 	All measurements
                                            and calculations shall be in the metric system, which is the authentic system of measurement
                                            for all matters relating to the performance of The Service. Any other measurement system is
                                            purely indicative.


	 	 
	4.3.	The law applicable in
                                                                  France shall govern this contract, its meanings and interpretation, and the relation established between the parties.


	 	 
	4.4.	For the execution
                                            of this contract, the representatives designated by both parties are:





 


		●	For
                                            The Contractor: Nicolas Forgeard-Grignon, Deputy CEO,


	 	 	 
	 	● 	For
                                            The Client: Javier Orellana, COO.





 


	4.5. 	Each representative
                                            may give a written delegation to a person of his choice to represent him for the execution
                                            of this contract. This delegation will require approval by The Parties.


	 	 
	5.	Scope
                                            of service


	 	 
	5.1. 	Activity
                                            1, collection and analysis of available data prior to on-site mobilisation  : site location,
                                            climatic data, soil quality analysis, list of available infrastructure an equipment, field
                                            map and human resources.


	 	 
	5.2.	Activity
                                            2, definition of technical plans





 





	 	●	Crop
                                            husbandry for Alfalfa production from soil preparation to storage: rotation plan, selection
                                            of seed and inputs, irrigation, list of activities to be planned,


	 	 	 
	 	●	Equipment requirement
                                            and specifications: listing and enumeration of the necessary equipment and technical specifications,


	 	 	 
	 	●	Bales pads
                                            organization for production storage,


	 	 	 
	 	●	HR; organizational
                                            chart, stall list and job description for key positions,





 


	5.3	Activity
                                            3, site inspection and finalization of technical plans in Senegal with the Client





 


	 	●	Assessment
                                            of the alfalfa adaptability with the natural conditions, estimates of yield potential,





 






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	 	●	Overview
                                            of the overall soil quality, requirements for soil preparation and irrigation monitoring,


	 	 	 
	 	●	Assessment
                                                                                       of water requirements and availability,


	 	 	 
	 	●	Review
                                                                                       of available equipment set and status, infrastructure functionality,


	 	 	 
	 	●	Evaluation
                                                                                       of the potential availability of local human resources for the project and capacities,


	 	 	 
	 	●	Collection
                                            of additional technical and economic data as required,


	 	 	 
	 	●	Confirmation
                                            of crop husbandry plan and equipment list,


	 	 	 
	 	●	Advise
                                            on the management organization for improving overall efficiency,


	 	 	 
	 	●	Review
                                                                                       and validation of the modalities for on-site technial assistance during the season,





 


	6.	Inputs


	 	 
	6.1.	The Contractor
                                            will mobilize the human resources herein for performance of The Service:





 


	 	●	HQ
                                            expertise,


	 	 	 
	 	●	On-site
                                                                                       mission and related expertise,





  


	6.2.	The
                                            Contractor will mobilize the logistic and technical resources herein for performance of The
                                            Service:





 


	 	●	Round-trip
                                            Paris (France) / Dakar (Sénégal)





 


	6.3.	For
                                            the avoidance of doubt, the Parties acknowledge and agree that the inputs set out in above
                                            clause 6 are included in the Contract Price.


	 	 
	7.	Deliverables


	 	 
	7.1.	Technical plans
                                            report: crop husbandry plan, equipment list, HR list, payroll and job descriptions.


	 	 
	7.2.	Site inspection
                                            report.


	 	 
	8.	Place
                                            of delivery


	 	 
	8.1.	France and
                                            Sénégal.


	 	 
	9.	Entry
                                            into force, duration and Suspension


	 	 
	9.1.	This contract
                                            shall enter into force upon to the signature of this engagement by The Parties and receipt
                                            of the advance payment and latest on July 20, 2021.


	 	 
	9.2.	The contract
                                            shall remain in full force and effect until the completion of the Services.


	 	 
	9.3.	Services will
                                            begin within a maximum of ten (10) days after signature and reception of first payment as
                                            decribed in Clause 18.


	 	 
	9.4.	The total duration
                                            of the period for delivering The Service is 1.5 months for organizational purposes from receiving
                                            first payment.


	 	 
	9.5.	The Contractor
                                            reserves the right to suspend the contract should he considers that all required conditions
                                            of security and safety for the proper completion of The Services are not met or if the Contractor’s
                                            team health and safety is endangered during the delivery of Services.


	 	 
	10.	Termination
                                            by The Client


	 	 
	10.1.	The Client
                                            may terminate the Contract after giving thirty (30) days written notice to the Contractor
                                            in any of the following cases:





 


	 	●	If,
                                            as a result of force majeure, the Contractor is unable to perform a substantial part of the
                                            services for a period of at least thirty (30) days,


	 	 	 
	 	●	If the Contractor
                                            does not fulfill one or more of its obligations as described in Clause 14,





 


	10.2.	Termination
                                            will be effective if the Contractor fails to remedy within the notice period.


	 	 
	10.3.	The payment
                                            of The Services remains due pro rata temporis. Advance payment is not refundable. No other
                                            penalties are applicable.





 






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	11.	Termination
                                            by the Contractor


	 	 
	11.1.	The
                                            Contractor may terminate the Contract after giving a thirty (30) days written notice to the
                                            Client in any of the following cases:





 





	 	●	If,
                                            as a result of force majeure, the Contractor is unable to perform a substantial part of The
                                            Service for a period of at least thirty (30) days,


	 	 	 
	 	●	If
                                            the Client does not fulfill one or more of its obligations as described in Clause 13,





 





	11.2.	The
                                            contractor may terminate the Contract without notice if the Client does not pay the amounts
                                            due to the Contractor within fifteen (15) days after the date the payment is due according
                                            to Clause 18.1.


	 	 
	11.3.	The
payment of The Services remains due pro rata temporis. Advance payment is not refundable. No other penalties are applicable.


	 	 
	12.	Force
                                            Majeure


	 	 
	12.1.	For
                                            the purpose of this contract, force majeure means any event beyond the control of a Party
                                            and which makes impossible a Party to perform its obligations.


	 	 
	13.	Obligations
                                            of The Client


	 	 
	13.1.	The
                                            Client certifies that no agreement has been concluded with any other company for delivering
                                            similar services during the contract period.


	 	 
	13.2.	The
                                            Client shall not solicit nor recruit any individual that has been employed or sub-contracted
                                            by The Contractor for the performance of The Service. This clause is effective upon the signature
                                            of the present contract by The Parties and remains valid until (a) a written agreement of
                                            The Contractor or (b) two (2) years after the completion of The Service.


	 	 
	13.3.	The
                                            Client is responsible for ensuring the security and personal safety of The Contractor’s staff
                                            during site missions.


	 	 
	13.4.	A
                                            Client representative will accompany the experts of the Contractor during site missions.


	 	 
	13.5.	The
                                            Client will provide the Contractor with invitation letters in order to request travel visa
                                            from the relevant Embassy in Paris for the Contractor’s experts involved in site mission.


	 	 
	13.6.	The
                                            Client will bear costs of accommodation, organize airport pickup and provide a 4-wheel drive
                                            car with driver for the Contractor’s experts during site mission.


	 	 
	14.	Obligations
                                            of The Contractor


	 	 
	14.1.	The
                                            Contractor will be responsible for the organization, supervision and the delivery of The
                                            Service.


	 	 
	14.2.	The
                                            contractor remains bound by its contractual obligations and is solely responsible for the
                                            performance of this contract.


	 	 
	14.3.	The
                                            Contractor will endeavor to provide at all times the best independent advisory, according
                                            to highest accepted standards and will advise immediately The Client of any fact brought
                                            to his knowledge that may affect the interest of the latter.


	 	 
	14.4.	The
                                            Contractor will prevent himself and his experts at all times from entering into any conflict
                                            of interest with suppliers or other service providers.


	 	 
	14.5.	The
                                            Contractor will ensure at all times that its experts are abiding with all rules and laws applicable
                                            in the country of the site mission.


	 	 
	15.	Confidentiality


	 	 
	15.1.	The
                                            parties shall keep confidential and shall not disclose to any third party, nor use for any
                                            purpose except for the purposes of this Contract, any Confidential Information. The Parties
                                            acknowledges and agrees that any unauthorized disclosure or use of the Confidential Information,
                                            may cause damage to the other party, which may not be adequately compensated by monetary damages.
                                            In the event of any such unauthorized disclosure or use of the Confidential Information,
                                            the aggrieved party may seek any temporary or permanent injunctive relief or any other relief
                                            necessary to prevent such disclosure or use, or threat of disclosure or use.


	 	 
	15.2.	Upon the termination or expiration
                                                                                                              of this Contract or upon the request of the Client, the Contractor shall promptly return to the Client all Confidential Information
                                                                                                              of the Client which are in the custody of the Contractor. Electronic documents shall be deleted.





 






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	15.3.	The confidentiality obligations set out in this clause shall continue for a period of two (2) years
                                                                                                                          after the termination of this Contract.


	 	 
	16.	Insurance


	 	 
	16.1.	The Contractor warrants that it is covered by professional liability insurance for damage caused by its experts to the Client in
                                                                                                              the provision of its services and for a maximum amount equivalent to the amount of this contract.


	 	 
	17.	Contract
                                            Price


	 	 
	17.1.	The
                                            total price for services described in Article 5 is amounting to 14 500 € (fourteen
                                            thousand five hundred euros) net payable to the Contractor.


	 	 
	17.2.	The agreed price is free of any banking charges, taxes, levies or fees that may apply and are sole responsibility of the
                                                                                                              Client.


	 	 
	18.	Payment
                                            conditions


	 	 
	18.1.	Payments will be made within 15 days upon presentation of relevant: Contractor’s invoice established as follows:




 





	 	●	First
                                            payment (50% of the total amount) of 7 250 € (seven thousand two hundred
                                            fifty euros) upon the signature of the contract, prior to mobilization,


	 	 	 
	 	●	Final
                                            payment (50% of the total amount) of 7 250 € (seven thousand two hundred
                                            fifty euros) upon delivery of site inspection report,





 


	18.2.	Payments
                                            will be made to the account of FGM International at its bank in France. Banking information
                                            will be provided with the invoice.


	 	 
	18.3.	If any invoiced amount is not received by the Client by the due date, then without limiting Client’s rights or remedies, those
                                                                                                              charges may generate default interest at the rate of 8% of the outstanding balance per year or the maximum rate permitted by law,
                                                                                                              whichever is lower.


	 	 
	19.	Settlement
                                            of disputes


	 	 
	19.1.	All disputes concerning the existence, validity, interpretation and execution of this contract which cannot be settled amicably,
                                                                                                              shall be submitted to arbitration in accordance with the ICC (International Chamber of Commerce, Paris).


	 	 
	20.	Ownership
                                            and reference


	 	 
	20.1.	All written document provided by the Contractor remains the exclusive property of the Contractor until the complete payment of The
Service.


	 	 
	20.2.	Written output provided by the Contractor can not be sold to any third party without the written agreement of the Contractor.


	 	 
	20.3.	The Contractor is allowed to disclose the scope of service and place of delivery of the present
                                                                                                              assignment as a project reference.


	 	 
	20.4.	The Contractor is allowed to disclose The Client name as a client reference.





 


Date: 14th July 2021


 


 


 





	For the Client

	 	For the Contractor


		 	
	 	 	 
	Javier Orellana, COO

	 	Jean-Louis Forgeard-Grignon, President





 






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